Jamaica Station Phillip Eng Jamaica, NY 11435-4380 President 718 558-8254 Tel 718 657-9047 Fax Long Island Rail Road VIA EMAIL OVERNIGHT MAIL June 28, 2019 Atlantic Yards Development Company, LLC Atlantic Rail Yards, LLC AYDC Interim Developer, LLC AYDC Regional Development Company, LLC Atlantic Yards Venture, LLC FC Atlantic Yards, LLC Greenland Atlantic Yards LLC c/o Atlantic Yards Venture LLC 1 MetroTech Center, 23rd Floor Brooklyn, NY 11201 Attn: Livia M. Corredor, Esq. RE: Notice of Substantial Completion of Maior Portions of the New Yard Dear Ms. Corredor: Reference is made to that certain amended Yard Relocation and Construction Agreement by and among the Metropolitan Transportation Authority the Long Island Rail Road together with the MTA, the Parties?) and Atlantic Rail Yards LLC (the ?Yard Construction Agreement?); and (ii) Developer?s Notice of Substantial Completion of Major Portions of the New Yards dated June 13, 2019, as well as the McKissack Group, Inc. corresponding Certi?cate of Substation Completion (the ?Substantial Completion Notice?). Capitalized works and phrases used by not de?ned herein shall have their respective meanings in the Yard Construction Agreement. This letter is in reply to Developer?s Substantial Completion Notice indicating that 1) Developer has achieved Substantial Completion of 16 New Yard work items listed in Exhibit A of the Substantial Completion Notice; and 2) Developer expects to achieve Substantial Completion of an additional 11 New Yard work items by July 31, 2019. LIRR has performed an inspection of the 16 work items and hereby con?rms that Developer has achieved Substantial Completion of the following New Yard work items: 0 #1 - Employee Facility (M of E) I #10 - New double slip switch track switch in Atlantic terminal at West portal 0 #14 - Pre-placed future overbuild foundations and footings Pursuant to the inspection, LIRR has determined that certain additional tasks, beyond those Punch List items provided by Developer in Schedule A to the Substantial Completion Notice, must be completed by Developer in order to achieve Final Completion of the New Yard work items 1, 10 and 14 referenced above. These additional tasks to be added to the Punch List by Developer are enclosed as Attachment A. The agencies of the MTA MTA New York City Transit MTA Metro-North Railroad MTA Capital Construction MTA Long Island Rail Road MTA Bridges and Tunnels MTA Bus Company Atlantic Yards Development Company, LLC June 28, 2019 Page 2 With regard to the remaining 13 items of work asserted by Developer to be Substantially Complete (speci?cally items Exhibit A of Developer?s Substantial Completion Notice), certain key ?re/ life safety system tasks remain incomplete. Speci?cally, in accordance with Chapter 33 of the NYS Fire Code, standpipes are required to be fully functional and approved for the remaining facility in order to be considered Substantially Complete. Additionally, the ?re alarm system must undergo, but has not yet successfully completed, ?nal acceptance testing and witnessed by the AHJ for several new buildings. As such, Developer has n_ot achieved Substantial Completion of the following work items: I I I #2 - Relocated Drill Track - ?re standpipe incomplete #3 - New AC and DC substations ?nal ?re alarm acceptance test incomplete #4 - New 5 Kv substation permanent power - ?nal ?re alarm acceptance test incomplete #5 - New 480v substation permanent power ?nal ?re alarm acceptance test incomplete #6 - New DC substation burned in ?nal ?re alarm acceptance test incomplete #7 - New MG set ?nal ?re alarm acceptance test incomplete #8 - New emergency generator ?nal ?re alarm acceptance test incomplete #9 - New West portal West lead track access ?nal ?re alarm acceptance test incomplete #11 - New yard double slip switch ?re standpipe incomplete #12 - New CIL signal hut ?re standpipe incomplete #13 - New access ramp from 6th Ave., Bridge ?re standpipe incomplete #15 - New East portal structure ?re standpipe incomplete #16 - New East Yard tracks 1 through 7 ?re standpipe incomplete and nonconforming conditions on track 3. As always, please feel free to contact me if you wish to discuss this further. The MTA Parties express reserve all rights, remedies and defenses, whether under contract, at law or in equity. Sincerely, ?i/Ld Paul Dietlin Chief Engineer, Department of Program Management Atlantic Yards Development Company, LLC June 28, 2019 Page 3 CC: Forest City Realty Trust, Inc. 50 Public Square, Suite 1360 Cleveland, Ohio 44113 Greenland Holdings Corporation Limited Greenland Headquarters Building No. 700 Da Pu Rd. Huang Pu District, Shanghai, China 200023 Attn: Mr. Yuliang Zhang, Chairman of Board and CEO Greenland Atlantic Yards LLC 1 MetroTech Center, 18th Floor Brooklyn, NY 11201 Attn: Gang Hu, CEO Greenland Atlantic Yards LLC 1 MetroTech Center, 18th Floor Brooklyn, NY 11201 Attn: General Counsel DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Attn: Martin D. Polevoy DLA Piper LLP (US) 33 Arch Street, 26?" Floor Boston, MA 02110 Attn: Brian Hochleutner Via Email Only to: Thomas Quigley at tquigley@mtahq.org Meredith J. Kane, Esq. at mjkane@paulweiss.com Robert Paley at rpaley@mtahq.org Attachment A VD Yard Construction-Additional punch list items to be added to the Master List New MofE Facility: 9. Water Heater replacement is required. Missing MIGBs in various locations. Ground bonds missing, from MIGBs to ground ring, in various locations. All splice boxes shall be labeled for its Voltage and Circuit Number. All ?uorescent light ?xtures in the drop ceiling shall be independently supported. All BX and MC cable run in the drop ceiling shall be supported. All BX cable that is exposed and is not in a dropped ceiling shall be replaced with conduit/wire. Conductors in conduit located in the sub panel (in the Electrical Room) is over the capacity ?ll?limit of the conduit. All Switch boxes and receptacle boxes shall have a cover. 10. There shall be at least one GFI Receptacle installed on the roof. 1 1. All temporary wiring shall be removed. 12. Painting of the roof access ladder is required. Overbuild foundations: 1. Column B5-4 will be immediately adjacent to recti?er transformer at the DC substation, and will prevent access to the equipment within for servicing/replacement. An east-west shear wall will be will be installed immediately adjacent to the Load Bank ventilation louvers, and may adversely impact the longevity of this equipment, along with blocking access to the north side for servicing/replacement.